EXHIBIT 10(xiv)
EXECUTIVE COMPENSATION AND BENEFITS AGREEMENT
Carl W. Neun
3530 Lakeview
Lake Oswego, OR 97034 Executive
Tektronix, Inc.,
an Oregon corporation
P.O. Box 1000
Wilsonville, OR 97075 Tektronix
1. EMPLOYMENT.
By letter dated February 16, 1993 from Tim Thorsteinson, Vice
President, Total Quality/Human Resources,("Offer Letter") Tektronix
offered and Executive accepted employment with Tektronix on a full-time
basis as Vice President and Chief Financial Officer of Tektronix. The
Offer Letter, at page 4, provided that Tektronix would give Executive a
written three-year contract covering compensation and benefits.
WHEREFORE, Tektronix hereby offers and Executive hereby accepts this
Executive Compensation and Benefits Agreement.
2. EFFECTIVE DATE.
Executive's employment hereunder commenced on March 29, 1993
(the "Effective Date") and shall continue under this Agreement until the
third anniversary of the Effective Date, unless terminated earlier as
hereinafter provided.
3. POSITION; DUTIES.
3.1 Effective March 31, 1993, the Board of Directors of
Tektronix elected Executive Chief Financial Officer and a Vice President
of Tektronix, subject to Executive's acceptance of this Agreement and to
the customary restrictions relating to the election, tenure, removal and
replacement of corporate officers.
3.2 Executive will, during the term of this Agreement,
faithfully and diligently perform all such acts and duties, and furnish
such services, as the Chairman and Chief Executive Officer or his
designee shall reasonably direct. Executive will devote such time,
energy, and skill to the business of Tektronix as shall reasonably be
required for the performance of his duties.
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4. SALARY AND BONUS.
4.1 On the Effective Date, Tektronix made a one-time cash
payment to Executive of $125,000, less applicable withholding taxes, as
a hire-on bonus.
4.2 Tektronix will pay Executive base pay at an annual rate
of $350,000 for the 1993 and 1994 fiscal years (respectively "FY300" and
"FY94"), provided that Tektronix, in its sole discretion, may increase
Executive's base pay for any portion of FY94. Thereafter, Executive's
base pay shall be at an annual rate set, from time to time, by
Tektronix.
4.3 Tektronix will pay Executive Results Share pay in
accordance with Tektronix' Results Sharing Plan.
4.4 Executive will be a participant in Tektronix' Annual
Performance Improvement Plan ("APIP") beginning with FY300. Executive
acknowledges that he has received his APIP payment for FY300.
Executive's APIP participation for FY94 and subsequent fiscal years
shall be in accordance with the terms of the applicable APIP plan(s) and
the applicable performance targets established thereunder; provided
that, for the twelve (12) month period beginning March 29, 1993 and
ending March 28, 1994, it is expected that achievement of performance
targets for the periods of Executive's FY300 and FY94 APIP participation
apportioned to the 12-months ("combined partial APIP periods") will
produce total incentive compensation for the combined partial APIP
periods of at least 40 percent of base pay earned during the combined
partial APIP periods. If the total amount payable to Executive for the
combined partial APIP periods is less than 40 percent of base pay,
Tektronix shall pay Executive a one-time lump sum payment equal to the
difference between the amounts actually paid under the plan(s) for the
combined partial APIP periods and 40 percent of base pay earned during
the combined partial APIP periods (the "Guarantee Payment").
Notwithstanding the foregoing, if Executive voluntarily terminates
employment or is terminated for cause prior to the earlier of July 31,
1993 or the date payment is issued under the FY300 APIP plan,
Executive's participation in APIP will terminate and all rights to the
award or guaranteed minimum payment attributable to such plan year (or
any portion thereof) or subsequent years will cease. If Executive
voluntarily terminates, or is terminated by Tektronix without Cause (as
defined in Section 6.1 of Executive's Executive Severance Agreement),
after March 28, 1994 but before payment is due under the FY94 APIP plan,
Executive will remain entitled to payment of any Guarantee Payment,
which will be payable at the time payments are made pursuant to the FY94
APIP plan.
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4.5 Base pay shall be payable bi-weekly in arrears; results
share and APIP payments (including any Guarantee Payment) shall be made
at the times provided in the respective plans. Base pay, results share,
APIP and any other cash payments shall be subject to applicable
withholdings.
5. STOCK OPTION GRANT.
Executive has received a grant of non-statutory stock options
to purchase 150,000 shares of Tektronix common stock under the Tektronix
Stock Incentive Plan ("Stock Incentive Plan"), at an option price per
share equal to the fair market value of the common shares on the
effective date of the grant. The option grant was effective as of the
Effective Date and will otherwise be subject to the terms of the Stock
Incentive Plan and of a Stock Option Agreement in the form attached
hereto as Exhibit A.
6. STOCK BONUS GRANT.
Executive has received, effective on the Effective Date, a
stock bonus award of 20,000 Tektronix common shares under the Stock
Incentive Plan, and otherwise in accordance with, and subject to, the
terms of the Stock Incentive Plan and the form of Stock Bonus Agreement,
as amended, attached to this Agreement as Exhibit B. The bonus shares
shall be forfeited to the Company according to the schedule in the Stock
Bonus Agreement, as amended, and possibility of forfeiture shall lapse
as specified in the Stock Bonus Agreement, as amended.
7. LONG-TERM INCENTIVE COMPENSATION PROGRAM.
Executive has received, effective on the Effective Date, as
part of Tektronix' Long-Term Incentive Compensation Program, stock
options to purchase 35,000 Tektronix common shares under the Stock
Incentive Plan, and otherwise in accordance with, and subject to, the
terms of the Stock Incentive Plan and a Stock Option Agreement in the
form attached to this Agreement as Exhibit C.
Executive also has received, effective on the Effective Date,
as part of Tektronix' Long-Term Incentive Compensation Program, a stock
bonus award of 11,000 Tektronix common shares under the Stock Incentive
Plan, and otherwise in accordance with, and subject to, the terms of the
Stock Incentive Plan and the form of Performance Shares Agreement
attached to this Agreement as Exhibit D.
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8. BENEFITS.
Executive's accrual rate for Flexible Time Off (FTO) shall
begin at 8.3 hours per pay period. Executive shall also be entitled to
such additional benefits and perquisites as Tektronix provides its
officers generally.
9. CHANGE IN CONTROL.
Executive and Tektronix have executed a Change in Control
Severance Agreement in the form attached hereto as Exhibit E.
10. EXECUTIVE SEVERANCE AGREEMENT.
Executive and Tektronix have executed an Executive Severance
Agreement in the form attached hereto as Exhibit F.
11. SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT.
In addition to those retirement benefits generally available
to Tektronix employees, Executive shall be entitled to a supplemental
retirement benefit on the terms set forth on Exhibit G attached hereto.
12. EMPLOYMENT AND CONFIDENTIAL INFORMATION.
Executive and Tektronix has executed a Tektronix Employment
Agreement covering inventions and confidential information in the form
attached hereto as Exhibit H.
13. TERMINATION AND SEVERANCE.
13.1 Either party may terminate the employment relationship
and this Agreement at any time and for any reason.
13.2 If Executive's employment is terminated by Tektronix
other than for cause (as defined in the Executive Severance Agreement)
or Change in Control (as defined in the Change in Control Severance
Agreement) between March 29, 1993 and March 28, 1996, Executive may
elect to receive as severance benefits either:
(a) severance benefits payable to Executive under Executive's
Executive Severance Agreement, subject to the terms and conditions set
forth in that Agreement; or
(b) the base pay that would have been paid to Executive during the
remainder of the term of this Agreement calculated at Executive's rate
of base pay immediately prior to the date of termination.
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Notwithstanding the foregoing, if Executive elects severance benefits
under subparagraph 13.2(b), Executive's entitlement to stock grants or
options pursuant to paragraphs 5-7 of this Agreement shall be as stated
in the Stock Incentive Plan and Exhibits A-D to this Agreement.
13.3 If Executive's employment is terminated as a result of
a Change in Control (as defined in the Change in Control Severance
Agreement), Executive will receive only those severance benefits payable
under Executive's Change in Control Severance Agreement and shall not be
eligible for additional compensation or severance benefits under this
Agreement. Notwithstanding the foregoing, Executive's entitlement to
stock grants or options pursuant to paragraphs 5-7 of this Agreement
shall be as stated in the Stock Incentive Plan and Exhibits A-D to this
Agreement.
13.4 If Executive's employment is terminated by Tektronix
for cause (as defined in the Executive Severance Agreement) or if
Executive terminates his employment for any reason, he shall be entitled
to compensation and benefits under this Agreement only to the extent
actually earned or vested (as recorded in Tektronix' records) as of the
date of termination and shall not be entitled to any severance benefits
under this Agreement.
14. GENERAL PROVISIONS.
14.1 The failure of either party to this Agreement to insist
upon the performance of any of the terms and conditions hereof, or the
waiver of any breach of any of the terms and conditions hereof, shall
not be construed as thereafter waiving any such terms and conditions,
but the same shall continue and remain in full force and effect as if no
such waiver or forbearance had occurred.
14.2 Any modification of this Agreement shall be effective
only if in writing and signed by each party or its duly authorized
representative.
14.3 If for any reason any provision of this Agreement shall
be held invalid in whole or in part, such invalidity shall not affect
the remainder of this Agreement.
14.4 This Agreement shall be construed in accordance with
and governed by the laws of the State of Oregon. Any dispute or
controversy arising under or in connection with this Agreement or the
breach thereof, shall be settled exclusively by arbitration in Portland,
Oregon in accordance with the Commercial Arbitration Rules of the
American Arbitration Association or such comparable rules as may be
agreed upon by
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the parties, and judgment upon the award rendered by the
Arbitrator may be entered in any court having jurisdiction thereof.
14.5 This Agreement may be executed in two counterparts by
the parties hereto, whereupon it will become their binding agreement.
14.6 The following documents are included as part of this
Agreement:
Exhibit A - Stock Option Agreement
Exhibit B - Stock Bonus Agreement
Exhibit C - Stock Option Agreement
Exhibit D - Performance Shares Agreement
Exhibit E - Change in Control Severance Agreement
Exhibit F - Executive Severance Agreement
Exhibit G - Tektronix Employment Agreement
Exhibit H - Schedule
14.7 This document, including the Exhibits listed in Section
14.6 above, supersedes and replaces the Offer Letter and contains the
entire agreement between the parties with respect to any subjects
addressed in both documents. In the event of conflict or discrepancy
between the terms and conditions described in the Offer Letter and the
terms and conditions stated herein, the provision(s) of this Agreement
shall control.
14.8 This Agreement is subject to, and conditioned upon,
ratification of its terms by the Organization and Compensation Committee
of the Board of Directors of Tektronix.
TEKTRONIX, INC.
By /s/ J.J. Meyer /s/ Carl W. Neun
Jerome J. Meyer Carl W. Neun
Chief Executive Officer
3-16-94 3/16/94
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Date Signed Date Signed
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Ratified by
ORGANIZATION AND COMPENSATION
COMMITTEE
By: /s/ A.V. SMITH
Name: A.V. Smith
Title: Chm. Comp. Committee
3/16/94
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Date Signed
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